Special Income Allocation Sample Clauses

Special Income Allocation. If any Member has an Adjusted Capital Account Deficit in its Capital Account at the end of any Fiscal Year or portion thereof that is in excess of the sum of (I) the amount such Member is obligated to restore pursuant to any provision of this Agreement, and (II) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 7.2(a)(iii) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit in excess of such sum after all other allocations provided for in this Section 7.2(a) have been made as if this Section 7.2(a)(iii) were not in the Agreement.
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Special Income Allocation. In the event any Member has a deficit Capital Account balance at the end of any Fiscal Year or portion thereof that is in excess of the amount such Member is obligated to restore pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.3(c) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Agreement have been tentatively made as if this Section 10.3(c) were not in this Agreement.
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Special Income Allocation. In the event any Partner has a deficit in such Partner's Capital Account at the end of any Partnership tax year (or other period of the Partnership) that is in excess of the sum of (i) the amount such Partner is obligated to restore and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentence of Regulation Section 1.704-2(g)(1), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible.
Sample 1
Special Income Allocation. Commencing six years after the issuance of the Subordinated Incentive Listing Note, notwithstanding any other provision of this Section 5.01 and after giving effect to the special allocations in Sections 5.01(b)(i), 5.01(b)(ii) and 5.01(c), Net Income, and, to the extent necessary, individual items of income (including gross income) or gain shall be allocated first to the Additional Limited Partner to the extent the cumulative amount of the Subordinated Incentive Listing Deduction allocated to the Additional Limited Partner pursuant to Section 5.01(b)(iv) causes a deficit balance in the Capital Account of the Additional Limited Partner.
Sample 1
Special Income Allocation. Notwithstanding any other provision of this Article IV (except Sections 4.4 through 4.6 and Section 4.9), in the year in which the Company liquidates (within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g)), items of gross income, gain, loss or deduction (computed with the adjustments set forth in clauses (i) through (vii) of the definition of "Net Profits" and "Net Losses") shall be allocated to the Manager and the Federal Member in the manner and to the extent necessary to cause the aggregate amount of net distributions under Article V with respect to each Member to be equal to or more closely approximate the aggregate net distributions that each such Member would have received pursuant to Article V if this Agreement did not contain Section 5.5.
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Special Income Allocation. 20 Section 4.10 CODE SECTION 704(B) AND 514(C)(9)(E) ALLOCATIONS....... 21 Section 4.11 DISTRIBUTIONS OF NONRECOURSE LIABILITY PROCEEDS........ 21 Section 4.12
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Special Income Allocation. Notwithstanding any other provision of this Article IV (except Sections 4.6 through 4.8), in the year in which the Company liquidates (within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g)), items of gross income and gain shall be allocated to the Operating Member and items of gross loss and deduction shall be allocated to the Class A Member to the extent necessary to cause the aggregate amount of net distributions under Article V with respect to each Member to be equal to or more closely approximate the aggregate net distributions that each such Member would have received pursuant to Article V if this Agreement did not contain Section 5.4; PROVIDED, HOWEVER, that gross items of loss and deduction shall not be allocated to the Class A Member pursuant to this Section 4.9 to the extent they would cause or increase a deficit balance in the Class A Member's Adjusted Capital Account; and PROVIDED FURTHER, that gross items of loss and deduction shall be allocated to the Operating Member pursuant to this Section 4.9 to the extent necessary to reflect the agreement of the parties that the Operating Member will bear the cost of certain transaction expenses pursuant to Section 6.4.1(a), the last sentence of Section 10.3.3(b) and certain lease termination expenses pursuant to Section 6.4.4, but only to the extent permitted by Treasury Regulations Sections 1.514(c)-2(f) or (g).
Sample 1
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Special Income Allocation. At the end of each calendar quarter, a special allocation of income shall be allocated to DuPont in an amount equal to the sum of (i) the average daily outstanding principal balances during that quarter of the Finance Loans outstanding times the difference obtained by subtracting the rates for the Finance Loans for that quarter from a rate established by an independent financial institution as consented to by DuPont and Central Soya (which consent shall not be unreasonably withheld) divided by 360 and times the actual number of days in the quarter and (ii) the average daily outstanding principal balance of the Revolving Loan during the quarter times the difference obtained by subtracting the rate for the Revolving Loan for that quarter from a rate established by an independent financial institution as consented to by DuPont and Central Soya (which consent shall not be unreasonably withheld) divided by 360 and times the actual number of days in the quarter. The amounts so allocated pursuant to the preceding sentence shall be distributed to DuPont no later than five (5) business days following the end of the quarter. Notwithstanding the foregoing, for purposes of determining DuPont’s Capital Account, the foregoing distribution shall be deemed to have been made at the time the special allocation was made pursuant to this Section 3.3(bb). The Members hereby acknowledge and agree that the clauses of this Section 3.3(bb) shall also apply to any other loans from DuPont to the Company, unless the Members otherwise agree.
Sample 1
Special Income Allocation. After giving effect to the special allocations set forth in Sections 9.04 through 9.09, the Employee Members shall be specially allocated 100% of the net income of the LLC until the aggregate amount of net income (including any gross items of income or gain allocated under this 9.03) allocated to the Employee Members pursuant to this Section 9.03 in all Fiscal Years or portions thereof of the LLC is equal to the aggregate amount of the distributions made to the Employee Members pursuant to Section 10.02(b). Such allocation to the Employee Members pursuant to this Section 9.03 shall be made to the Employee Members in proportion to excess of the aggregate amount of the distributions to each such Employee Member pursuant to Section 10.02(b) in all Fiscal Years or portions thereof over the aggregate prior allocations to such Employee Member pursuant to this Section 9.03 in all Fiscal Years or portions thereof. If the LLC has insufficient net income to make the allocation required by the preceding sentence, the LLC shall specially allocate gross items of income and gain to the Employee Members to the extent of any such shortfall. For purposes of determining the amount of distributions made pursuant to Section 10.02(b), all distributions made, or which will be made, pursuant to Section 10.03 shall be treated as if made pursuant to Section 10.02(b) to the extent of the amount that would have been made pursuant to Section 10.02(b) if this Agreement did not contain Section 10.03. In addition, for purposes of determining the amount of distributions pursuant to Section 10.02(b), distributions shall only be taken into account if they are made prior to the date which is the earlier of (i) the date on which the LLC files its federal income tax return with respect to the fiscal year for which the allocation pursuant to this Section 9.03 is being made, or (ii) the date prescribed by law for the filing of such return (including extensions).
Sample 1

Related to Special Income Allocation

  • Gross Income Allocation If any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.

  • Gross Income Allocations In the event any Partner has a deficit balance in its Capital Account at the end of any Partnership taxable period in excess of the sum of (A) the amount such Partner is required to restore pursuant to the provisions of this Agreement and (B) the amount such Partner is deemed obligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5), such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided, that an allocation pursuant to this Section 6.1(d)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Capital Account as adjusted after all other allocations provided for in this Section 6.1 have been tentatively made as if this Section 6.1(d)(v) were not in this Agreement.

  • Offsetting Allocations Notwithstanding the provisions of Sections 6.1, 6.2.B and 6.2.C, but subject to Sections 6.3 and 6.4, in the event Net Income or items thereof are being allocated to a Partner to offset prior Net Loss or items thereof which have been allocated to such Partner, the General Partner shall attempt to allocate such offsetting Net Income or items thereof which are of the same or similar character (including without limitation Section 704(b) book items versus tax items) to the original allocations with respect to such Partner.

  • Book Allocations The net income and net loss of the Company shall be allocated entirely to the Member.

  • General Partner Gross Income Allocation After giving effect to the special allocations in paragraph 2 but prior to any allocations under subparagraphs 1(a) or 1(b), there shall be specially allocated to the General Partner an amount of (i) first, items of Partnership income and (ii) second, items of Partnership gain during each fiscal year or other applicable period in an amount equal to the excess, if any, of (A) the cumulative distributions made to the General Partner under Section 7.3(b) of the Agreement, other than distributions which would properly be treated as “guaranteed payments” or which are attributable to the reimbursement of expenses which would properly be either deductible by the Partnership or added to the tax basis of any Partnership asset, over (B) the cumulative allocations of Partnership income and gain to the General Partner under this subparagraph 1(c)(i).

  • Tax Allocation Prior to the Closing, Seller and Purchaser shall cooperate in good faith to determine a reasonable allocation of the total consideration paid for the Transferred Assets, as finally determined pursuant to Section 2.1(d), Section 2.1(i) and Section 3.3, in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchase Price Allocation”). Seller and Purchaser shall cooperate in good faith to mutually agree to such allocation and shall reduce such agreement to writing, which agreement shall be reflected in an Exhibit 2.1(j) to be approved by Seller and Purchaser prior to Closing. Seller and Purchaser shall jointly and properly execute each party’s respective completed Internal Revenue Service Form 8594, and any other forms or statements required by the Code (or state or local Tax law), Treasury Regulations or the Internal Revenue Service or other Governmental Authority (together with any and all attachments required to be filed therewith), which forms and statements will be prepared in a manner consistent with the Purchase Price Allocation. Seller and Purchaser shall file timely such forms and statements with the Internal Revenue Service or other Governmental Authority. The Purchase Price Allocation shall be appropriately adjusted to take into account any subsequent payments under this Agreement and any other subsequent events required to be taken into account under Section 1060 of the Code. Seller and Purchaser shall not file any Tax Return or other documents or otherwise take any position with respect to Taxes that is inconsistent with the Purchase Price Allocation; provided, however, that neither Seller nor Purchaser shall be obligated to litigate any challenge to such allocation by any Governmental Authority. Seller and Purchaser shall promptly inform one another of any challenge by any Governmental Authority to any allocation made pursuant to this Section 2.1(j) and agree to consult with and keep one another informed with respect to the state of, and any discussion, proposal or submission with respect to, such challenge.

  • Contribution Allocation The Advisory Committee will allocate deferral contributions, matching contributions, qualified nonelective contributions and nonelective contributions in accordance with Section 14.06 and the elections under this Adoption Agreement Section 3.04.

  • Cost Allocation Cost allocation of Generator Interconnection Related Upgrades shall be in accordance with Schedule 11 of Section II of the Tariff.

  • Tax Allocations Each item of income, gain, loss or deduction recognized by the Company shall be allocated among the Members for U.S. federal, state and local income tax purposes in the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable income, gain, loss and deduction with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, so as to take account of any variation between the adjusted basis of such property to the Company for U.S. federal income tax purposes and its fair market value at the time of contribution or revaluation, as the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Board in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatment.

  • Other Allocations Except as otherwise provided in this Agreement, all items of Partnership income, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Unit Holders in the same proportions as they share Profits or Losses, as the case may be, for the year.

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